Partners' Capital

6 Months Ended

Jun. 30, 2013

Stockholders' Equity Note [Abstract]

Reclassification of Whitestone's Common Shares

On June 27, 2012, Whitestone filed with the State Department of Assessments and Taxation of Maryland amendments to its declaration of trust that (i) reclassified each issued and unissued Class A common share of beneficial interest, par value $0.001 per share (the "Class A common shares") into one Class B common share of beneficial interest, par value $0.001 per share (the "Class B common shares") and (ii) changed the designation of all of the Class B common shares to “common shares.” The amendment setting forth the reclassification of the Class A common shares into Class B common shares was approved by its shareholders at the 2012 annual meeting of shareholders held on May 22, 2012. The amendment approving the redesignation of the Class B common shares to common shares was approved by its board of trustees and did not require shareholder approval.

Common Shares

Following the reclassification of Whitestone's common shares on June 27, 2012, as described above, under its declaration of trust, as amended, Whitestone has authority to issue up to 400,000,000 common shares of beneficial interest, $0.001 par value per share, and up to 50,000,000 preferred shares of beneficial interest, $0.001 par value per share.

Equity Offerings

On June 19, 2013, Whitestone entered into five equity distribution agreements. Pursuant to the terms and conditions of the agreements, Whitestone can issue and sell up to an aggregate of $50 million of its common shares. Actual sales will depend on a variety of factors to be determined by Whitestone from time to time, including (among others) market conditions, the trading price of its common shares, capital needs and its determination of the appropriate sources of funding for Whitestone, and will be made in transactions that will be deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. Whitestone has no obligation to sell any of its common shares, and could at any time suspend offers under the agreements or terminate the agreements. As of June 30, 2013, Whitestone had not sold any common shares under the equity distribution program.

On August 28, 2012, Whitestone completed the sale of 4,830,000 common shares, $0.001 par value per share, including 630,000 common shares pursuant to the exercise of the underwriters' over-allotment option, at a price to the public of $12.80 per share. Total net proceeds from the offering, including over-allotment shares, and after deducting the underwriting discount and offering expenses, were approximately $58.7 million, which Whitestone contributed to the Partnership for 4,830,000 OP units. Whitestone used the net proceeds for general corporate purposes, including property acquisitions, debt repayment, capital expenditures, the expansion, redevelopment and/or re-tenanting of properties in its portfolio, working capital and other general purposes.

Operating Partnership Units

Substantially all of Whitestone's business is conducted through the Partnership. Whitestone is the sole general partner of the Partnership. As of June 30, 2013, Whitestone owned a 96.7% interest in the Partnership.

Limited partners in the Operating Partnership holding OP units have the right to convert their OP units into cash or, at Whitestone's option, common shares at a ratio of one OP unit for one common share. Distributions to OP unitholders are paid at the same rate per unit as distributions per share to holders of Whitestone common shares. As of June 30, 2013 and December 31, 2012, there were 17,512,002 and 17,507,779 OP units outstanding, respectively. We owned 16,932,120 and 16,822,293 OP units as of June 30, 2013 and December 31, 2012, respectively. The balance of the OP units is owned by third parties, including certain of Whitestone's trustees. Whitestone's weighted average share ownership in the Partnership was approximately 96.7% and 93.0% for the three months ended June 30, 2013 and 2012, respectively, and 96.5% and 92.6% for the six months ended June 30, 2013 and 2012, respectively. During the three and six months ended June 30, 2013, 27,175 and 105,604 OP units, respectively were redeemed for 27,175 and 105,604 common shares, respectively. There were no OP units redeemed during the three and six months ended June 30, 2012.

Distributions

The following table summarizes the cash distributions paid or payable to holders of OP units during each quarter during 2012 and the six months ended June 30, 2013 (in thousands, except per unit data):



	Whitestone				Limited Partners Other Than Whitestone				Total
Quarter Paid	Distribution Per OP Unit		Total Amount Paid		Distribution Per OP Unit		Total Amount Paid		Total Amount Paid
2013
Second Quarter	$	0.2850	$	4,832	$	0.2850	$	169	$	5,001
First Quarter	0.2850		4,807		0.2850		194		5,001
Total	$	0.5700	$	9,639	$	0.5700	$	363	$	10,002

2012
Fourth Quarter	$	0.2850	$	4,781	$	0.2850	$	221	$	5,002
Third Quarter	0.2850		3,859		0.2850		224		4,083
Second Quarter	0.2850		3,362		0.2850		258		3,620
First Quarter	0.2850		3,322		0.2850		301		3,623
Total	$	1.1400	$	15,324	$	1.1400	$	1,004	$	16,328

New York Stock Exchange Listing

On June 29, 2012, Whitestone transferred the listing of its common shares to the New York Stock Exchange under its existing ticker symbol "WSR." As a result of the transfer, Whitestone voluntarily delisted its common shares from the NYSE MKT LLC (“NYSE MKT”) effective June 28, 2012.

Exchange Offers

On May 10, 2012, Whitestone commenced an exchange offer to exchange Class B common shares on a one-for-one basis for (i) up to 867,789 outstanding Class A common shares; and (ii) up to 453,642 outstanding OP units. The exchange offer expired on June 8, 2012, and 426,986 Class A common shares and 121,156 OP units were accepted for exchange.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

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+ Details

Whitestone REIT Operating Partnership, L.P. 10-Q